Obligation Citi Global Markets 0% ( US17324CHT62 ) en USD

Citi Global Markets

100 % ⇌

Etas-Unis

US17324CHT62 ( en USD )

23/05/2057

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CHT62 en USD 0%, échéance 23/05/2057

1 000 USD

30 000 000 USD

17324CHT6

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

Citigroup Global Markets Holdings est une filiale de Citigroup Inc. qui offre une gamme complète de services de marchés financiers, notamment des services de banque d'investissement, de courtage, de négociation de titres et de gestion des risques.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CHT62, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/05/2057

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CHT62, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CHT62, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp76340_424b2-685.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
M a y 1 8 , 2 0 1 7
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 7 -U SN CH 0 5 0 7
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 1 6 3 7 2 a nd
3 3 3 -2 1 6 3 7 2 -0 1
Floating Rate Notes Due May 23, 2057
·
The notes will pay interest at a floating rate that will be reset quarterly and will equal 3-month U.S. dollar LIBOR minus a
spread of 0.275% per annum, subject to a minimum interest rate of 0%. T he qua rt e rly int e re st pa ym e nt s on t he not e s
w ill va ry a nd m a y be pa id a t a ra t e a s low a s 0 % pe r a nnum .
·
You may request that we repurchase your notes on a biennial basis (i.e., once every two years) beginning approximately two
years after the original issue date, subject to your compliance with the minimum repurchase amount, the procedural
requirements and the other limitations set forth under "Key Terms" on page PS-2 and in "Annex A--Supplemental Terms of
Notes--Early Repurchase" of this pricing supplement. Y ou w ill re c e ive le ss t ha n your princ ipa l a m ount if you
re que st t ha t w e re purc ha se your not e s on a ny re purc ha se da t e on or prior t o M a y 2 3 , 2 0 3 3 .
·
The notes are unsecured and unsubordinated debt obligations of Citigroup Global Markets Holdings Inc. and are guaranteed by
Citigroup Inc. All pa ym e nt s due on t he not e s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s
H oldings I nc . a nd Cit igroup I nc .
·
It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the
extent inconsistent with replaces, the description of the general terms of the notes set forth in the accompanying prospectus
supplement and prospectus.
K EY T ERM S
I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.
St a t e d princ ipa l a m ount :
$1,000 per note
Aggre ga t e st a t e d princ ipa l
$30,000,000
a m ount :
Pric ing da t e :
May 18, 2017
Origina l issue da t e :
May 23, 2017
M a t urit y da t e :
May 23, 2057. If the maturity date is not a business day, then the payment required to be
made on the maturity date will be made on the next succeeding business day with the same
force and effect as if made on the maturity date. No additional interest will accrue as a result
of delayed payment.
Pa ym e nt a t m a t urit y:
Unless earlier repurchased, $1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum :
For each interest period, a floating rate equal to 3-month U.S. dollar LIBOR determined on
the second London business day prior to the first day of the applicable interest period minus
a spread of 0.275% per annum, subject to a minimum interest rate of 0.00% per annum for
any interest period
I nt e re st pe riod:
Each three-month period from and including an interest payment date (or the original issue
date, in the case of the first interest period) to but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Interest on the notes is payable quarterly on the 23rd day of each February, May, August
and November, beginning on August 23, 2017 and ending on the maturity date or, if
applicable, the applicable repurchase date. If any interest payment date is not a business
day, then the payment required to be made on that interest payment date will be made on
the next succeeding business day with the same force and effect as if made on that interest
payment date. No additional interest will accrue as a result of delayed payment.
Da y c ount c onve nt ion:
Actual/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
CU SI P / I SI N :
17324CHT6 / US17324CHT62
List ing:
The notes will not be listed on any securities exchange and, accordingly, may have limited or
no market liquidity.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer
U nde rw rit ing fe e a nd issue
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r
pric e :
Pe r not e :
$1,000
$10
$990
T ot a l:
$30,000,000
$300,000
$29,700,000
(1) The issue price for investors purchasing the notes in fee-based advisory accounts will be $990 per note, assuming no custodial fee is
charged by a selected dealer, and up to $1,000 per note, assuming the maximum custodial fee is charged by a selected dealer. See "General
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Information--Fees and selling concessions" in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the notes, is acting as principal and will receive
an underwriting fee of $10 for each $1,000 note sold in this offering (or up to $10.00 for each note sold to fee-based advisory accounts).
Selected dealers not affiliated with CGMI will receive a selling concession of $10 for each note they sell other than to fee-based advisory
accounts. CGMI will pay selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a variable selling concession
of up to $10.00 for each note they sell to fee-based advisory accounts. See "General Information--Fees and selling concessions" in this pricing
supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of
the notes declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
I nve st ing in t he not e s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l
fix e d-ra t e de bt se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge PS -2 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he not e s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying prospe c t us
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
You should read this pricing supplement together with the accompanying prospectus supplement and prospectus, each of
which can be accessed via the hyperlink below.
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d April 7 , 2 0 1 7
T he not e s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 23, 2057

K EY T ERM S (c ont inue d)
Ea rly re purc ha se :
You may request that we repurchase all or any portion of your notes on any repurchase date on or
after May 23, 2019 (the "initial repurchase date") by following the procedures described under
"Annex A--Supplemental Terms of Notes--Early Repurchase," which will include us receiving a
repurchase notice by no later than 4:00 p.m., New York City time, fifteen business days prior to the
relevant repurchase date. If you fail to comply with these procedures, your notice will be deemed
ineffective. To exercise the early repurchase right, you must submit notes for repurchase having an
aggregate stated principal amount equal to the minimum repurchase amount of $100,000 or an
integral multiple of $1,000 in excess thereof.
Re purc ha se a m ount :
Upon early repurchase, you will receive for each $1,000 stated principal amount note, on the
applicable repurchase date, a cash "repurchase amount" equal to the following amount, as
applicable, plus any accrued and unpaid interest:
Re purc ha se da t e s oc c urring:

From and including May 23, 2019 to and including May 23, 2033
$980
From and including May 23, 2035 to but excluding the maturity date
$1,000

Y ou m a y re que st t ha t w e re purc ha se your not e s on a bie nnia l ba sis ( i.e., onc e
e ve ry t w o ye a rs) on or a ft e r t he init ia l re purc ha se da t e , subje c t t o your
c om plia nc e w it h t he m inim um re purc ha se a m ount , t he proc e dura l re quire m e nt s
a nd t he ot he r lim it a t ions se t fort h he re in a nd unde r "Anne x A--Supple m e nt a l
T e rm s of N ot e s--Ea rly Re purc ha se ." Y ou w ill re c e ive le ss t ha n your st a t e d
princ ipa l a m ount pe r not e if you re que st t ha t w e re purc ha se your not e s on a ny
re purc ha se da t e on or prior t o M a y 2 3 , 2 0 3 3 .
Depending on market conditions, including changes in interest rates, it is possible that the value of
the notes in the secondary market at any time may be greater than the repurchase amount.
Accordingly, prior to exercising the early repurchase right described above, you should contact the
broker or other entity through which the notes are held to determine whether a sale of the notes in
the secondary market may result in greater proceeds than the repurchase amount.
Re purc ha se da t e s:
$ 9 8 0 re purc ha se a m ount
$ 1 ,0 0 0 re purc ha se a m ount
May 23, 2019
May 23, 2035
May 23, 2021
May 23, 2037
May 23, 2023
May 23, 2039
May 23, 2025
May 23, 2041
May 23, 2027
May 23, 2043
May 23, 2029
May 23, 2045
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May 23, 2031
May 23, 2047
May 23, 2033
May 23, 2049

May 23, 2051

May 23, 2053

May 23, 2055
If any repurchase date is not a business day, then the payment required to be made on that
repurchase date will be made on the next succeeding business day with the same force and effect
as if made on that repurchase date. No additional interest will accrue as a result of delayed payment.
Re purc ha se not ic e :
A repurchase notice substantially in the form of the repurchase notice set forth in Annex B to this
pricing supplement

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors below
together with the risk factors included in the accompanying prospectus supplement and in the documents incorporated by reference
in the accompanying prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally. We also urge you to consult
your investment, legal, tax, accounting and other advisers in connection with your investment in the notes.

T he a m ount of int e re st pa ya ble on t he not e s w ill va ry. The notes differ from conventional fixed-rate debt securities
in that the interest payable on the notes will vary based on the level of 3-month U.S. dollar LIBOR and may be as low as
0.00%.The notes will bear interest during each quarterly interest period at a per annum rate equal to the level of 3-month U.S.
dollar LIBOR determined on the second London business day prior to the first day of the applicable interest period minus a
spread of 0.275%, subject to a minimum interest rate of 0.00% per annum. The per annum interest rate that is determined on
the relevant interest determination date will apply to the entire interest period following that interest determination date, even if
3-month U.S. dollar LIBOR increases during that interest period, but is applicable only to that quarterly interest period; interest
payments for any other quarterly interest period will vary.

T he yie ld on t he not e s m a y be low e r t ha n t he yie ld on a c onve nt iona l fix e d -ra t e de bt se c urit y of ours of
c om pa ra ble m a t urit y. The notes will bear interest during each quarterly interest period at a per annum rate equal to the
level of 3-month U.S. dollar LIBOR determined on the second London business day prior to the first day of the applicable
interest period minus a spread

May 2017
PS-2
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 23, 2057

of 0.275%, subject to a minimum interest rate of 0.00% per annum. As a result, the effective yield on your notes may be less
than that which would be payable on a conventional fixed-rate debt security of ours (guaranteed by Citigroup Inc.) of
comparable maturity.

T he le ve l of 3 -m ont h U .S. dolla r LI BOR a pplic a ble t o a ny int e re st pe riod w ill be re duc e d by 0 .2 7 5 % . When
determining the interest payable on the notes during each quarterly interest period, 0.275% will be deducted from the level of
3-month U.S. dollar LIBOR determined on the second London business day prior to the first day of the applicable interest
period.As a result, the interest payable on the notes will be less than that which would be payable without the 0.275%
deduction.

T he not e s m a y be risk ie r t ha n a n inve st m e nt w it h a short e r t e rm . The notes have a relatively long term to
maturity. Accordingly, if you do not own a sufficient principal amount of notes to satisfy the minimum repurchase amount in
connection with an exercise of the early repurchase right, you will be subject to heightened risks as compared to an investment
in notes with a shorter term because you will be subject to those risks for a longer period of time. For example, because of the
longer time horizon of the notes, you will be subject to greater risk that we and Citigroup Inc. may default on our obligations
under the notes at some point prior to maturity. In addition, you will be subject to greater interest rate risk. If 3-month U.S.
dollar LIBOR fails to increase significantly from current levels, you may be holding a long-dated security with a yield that is
lower than you might achieve on other investments, including our fixed rate debt securities of the same maturity. The relatively
long term of the notes means that it may be a considerable length of time before you would be able to redeploy your funds to a
higher yielding investment. Moreover, the value of a longer-dated note is typically less than the value of an otherwise
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comparable note with a shorter term, so that, if you were to desire to sell the notes prior to maturity in order to invest in a
better performing alternative investment, you may not be able to do so except at a substantial loss.

I f you re que st t ha t w e re purc ha se your not e s on a ny re purc ha se da t e on or prior t o M a y 2 3 , 2 0 3 3 , you
w ill re c e ive le ss t ha n t he st a t e d princ ipa l a m ount of your not e s. The repurchase amount for any repurchase date
from and including May 23, 2019 to and including May 23, 2033 is equal to $980 for each $1,000 stated principal amount note,
plus any accrued and unpaid interest. As a result, if you request that we repurchase your notes on any repurchase date on or
prior to May 23, 2033, you will receive less than the stated principal amount of your notes upon an early repurchase.

T he re a re re st ric t ions on your a bilit y t o re que st t ha t w e re purc ha se your not e s. To request that we
repurchase your notes, you must submit at least the minimum repurchase amount of $100,000 in stated principal amount of
your notes. You may not exercise the early repurchase right prior to May 23, 2019, and thereafter you may exercise the early
repurchase right only once every two years. In addition, if you elect to exercise your early repurchase right, your request that
we repurchase your notes is only valid if we receive your repurchase notice by no later than 4:00 p.m., New York City time,
fifteen business days prior to the relevant repurchase date and if you follow the procedures described under "Annex A--
Supplemental Terms of Notes--Early Repurchase" and we or our affiliates acknowledge receipt of the repurchase notice that
same day. If we do not receive that repurchase notice or we or our affiliates do not acknowledge receipt of that notice, your
repurchase request will not be effective and we will not be required to repurchase your notes on the corresponding repurchase
date. Because of the timing requirements of the repurchase notice, settlement of the repurchase will be prolonged when
compared to a sale and settlement in a secondary market sale transaction. As your request that we repurchase your notes is
irrevocable, this will subject you to market risk in the event the market fluctuates after we receive your request.

T he not e s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc ., a nd
a ny a c t ua l or pe rc e ive d c ha nge s t o t he c re dit w ort hine ss of e it he r e nt it y m a y a dve rse ly a ffe c t t he va lue
of t he not e s. You are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup
Global Markets Holdings Inc. defaults on its obligations under the notes and Citigroup Inc. defaults on its guarantee obligations,
your investment would be at risk and you could lose some or all of your investment. As a result, the value of the notes will be
affected by changes in the market's view of the creditworthiness of Citigroup Global Markets Holdings Inc. or Citigroup Inc. Any
decline, or anticipated decline, in the credit ratings of either entity or any increase, or anticipated increase, in the credit spreads
of either entity is likely to adversely affect the value of the notes.

T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for
the notes. CGMI currently intends to make a secondary market in relation to the notes and to provide an indicative bid price for
the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determined in CGMI's sole
discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI
that the notes can be sold at that price or at all. CGMI may suspend or terminate making a market and providing indicative bid
prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no
secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your
notes prior to maturity. Accordingly, except to the extent the early repurchase right is available, an investor must be prepared
to hold the notes until maturity.

I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue t ha t
w ill be indic a t e d on a ny brok e ra ge a c c ount st a t e m e nt s pre pa re d by CGM I or it s a ffilia t e s, w ill re fle c t a
t e m pora ry upw a rd a djust m e nt . The amount of this temporary upward adjustment will steadily decline to zero over the
temporary adjustment period. See "General Information--Temporary adjustment period" in this pricing supplement.

Se c onda ry m a rk e t sa le s of t he not e s m a y re sult in a loss of princ ipa l. You will be entitled to receive at least the
full stated principal amount of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.,
only if you

May 2017
PS-3
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 23, 2057

hold the notes to maturity or to a repurchase date occurring on or after May 23, 2035. If you are able to sell your notes in the
secondary market prior to maturity, you are likely to receive less than the stated principal amount of the notes.

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T he inc lusion of unde rw rit ing fe e s a nd proje c t e d profit from he dging in t he issue pric e is lik e ly t o
a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no changes in market conditions or other relevant factors, the
price, if any, at which CGMI may be willing to purchase the notes in secondary market transactions will likely be lower than the
issue price since the issue price of the notes will include, and secondary market prices are likely to exclude, underwriting fees
paid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedging includes the
projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging
transactions. The secondary market prices for the notes are also likely to be reduced by the costs of unwinding the related
hedging transactions. Our affiliates may realize a profit from the hedging activity even if the value of the notes declines. In
addition, any secondary market prices for the notes may differ from values determined by pricing models used by CGMI, as a
result of dealer discounts, mark-ups or other transaction costs.

T he pric e a t w hic h you m a y be a ble t o se ll your not e s prior t o m a t urit y w ill de pe nd on a num be r of
fa c t ors a nd m a y be subst a nt ia lly le ss t ha n t he a m ount you origina lly inve st . A number of factors will influence
the value of the notes in any secondary market that may develop and the price at which CGMI may be willing to purchase the
notes in any such secondary market, including: the level and volatility of 3-month U.S. dollar LIBOR, interest rates in the
market, the time remaining to maturity of the notes, changes in CGMI's estimation of the value of the early repurchase right,
hedging activities by our affiliates, fees and projected hedging fees and profits and any actual or anticipated changes in the
credit ratings, financial condition and results of either Citigroup Global Markets Holdings Inc. or Citigroup Inc. The value of the
notes will vary and is likely to be less than the issue price at any time prior to maturity, and sale of the notes prior to maturity
may result in a loss.

T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of t he issue r, w ill m a k e de t e rm ina t ions w it h re spe c t t o t he
not e s. Citibank, N.A., the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. will
determine, among other things, the level of 3-month U.S. dollar LIBOR and will calculate the interest payable to you on each
interest payment date. Any of these determinations or calculations made by Citibank, N.A. in its capacity as calculation agent,
including with respect to the calculation of the level of 3-month U.S. dollar LIBOR in the event of the unavailability of the level
of 3-month U.S. dollar LIBOR, may adversely affect the amount of one or more interest payments to you.

H e dging a nd t ra ding a c t ivit y by us or our a ffilia t e s c ould re sult in a c onflic t of int e re st . One or more of our
affiliates have entered into hedging transactions. This hedging activity involves trading in instruments, such as options, swaps
or futures, based upon 3-month U.S. dollar LIBOR. This hedging activity may present a conflict between your interest in the
notes and the interests our affiliates have in executing, maintaining and adjusting their hedge transactions because it could
affect the price at which our affiliate CGMI may be willing to purchase your notes in the secondary market. Because hedging
our obligations under the notes involves risk and may be influenced by a number of factors, it is possible that our affiliates may
profit from hedging activity, even if the value of the notes declines.

T he hist oric a l pe rform a nc e of 3 -m ont h U .S. dolla r LI BOR is not a n indic a t ion of it s fut ure pe rform a nc e .
The historical performance of 3-month U.S. dollar LIBOR, which is included in this pricing supplement, should not be taken as
an indication of the future performance of 3-month U.S. dollar LIBOR during the term of the notes. Changes in the level of 3-
month U.S. dollar LIBOR will affect the value of the notes, but it is impossible to predict whether the level of 3-month U.S.
dollar LIBOR will rise or fall.

3 -m ont h U .S. dolla r LI BOR a nd t he m a nne r in w hic h it is c a lc ula t e d m a y c ha nge in t he fut ure . The method
by which 3-month U.S. dollar LIBOR is calculated may change in the future, as a result of governmental actions, actions by the
publisher of 3-month U.S. dollar LIBOR or otherwise. We cannot predict whether the method by which 3-month U.S. dollar
LIBOR is calculated will change or what the impact of any such change might be. Any such change could affect the level of 3-
month U.S. dollar LIBOR in a way that has a significant adverse effect on the notes.

Y ou w ill ha ve no right s a ga inst t he publishe r of 3 -m ont h U .S. dolla r LI BOR. You will have no rights against the
publisher of 3-month U.S. dollar LIBOR even though the amount you receive on each interest payment date will depend upon
the level of 3-month U.S. dollar LIBOR. The publisher of 3-month U.S. dollar LIBOR is not in any way involved in this offering
and has no obligations relating to the notes or the holders of the notes.

Ge ne ra l I nform a t ion
T e m pora ry a djust m e nt
For a period of approximately six months following issuance of the notes, the price, if any, at
pe riod:
which CGMI would be willing to buy the notes from investors, and the value that will be
indicated for the notes on any brokerage account statements prepared by CGMI or its affiliates
(which value CGMI may also publish through one or more financial information vendors), will
reflect a temporary upward adjustment from the price or value that would otherwise be
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determined. This temporary upward adjustment represents a portion of the hedging profit
expected to be realized by CGMI or its affiliates over the term of the notes. The amount of this
temporary upward adjustment will decline to zero on a straight-line basis over the six-month
temporary adjustment period. However, CGMI is not obligated to buy the notes from investors
at any time. See "Risk Factors--The notes will not be listed on any securities exchange and
you may not be able to sell them prior to maturity."

May 2017
PS-4
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 23, 2057

U .S. fe de ra l inc om e t a x
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "variable
c onside ra t ions:
rate debt instruments" for U.S. federal income tax purposes. Under this treatment, stated
interest on the notes will be taxable to a U.S. Holder (as defined in the accompanying
prospectus supplement) as ordinary interest income at the time it accrues or is received in
accordance with the U.S. Holder's method of tax accounting.

Upon the sale or other taxable disposition of a note, a U.S. Holder generally will recognize
capital gain or loss equal to the difference between the amount realized on the disposition
(other than any amount attributable to accrued interest, which will be treated as a payment of
interest) and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax
basis in a note generally will equal the cost of the note to the U.S. Holder. Such gain or loss
generally will be long-term capital gain or loss if the U.S. Holder has held the note for more
than one year at the time of disposition.

Subject to the discussion below, under current law Non-U.S. Holders (as defined in the
accompanying prospectus supplement) generally will not be subject to U.S. federal withholding
or income tax with respect to interest paid on and amounts received on the sale, exchange or
retirement of the notes if they comply with applicable certification requirements. Special rules
apply to Non-U.S. Holders whose income on the notes is effectively connected with the conduct
of a U.S. trade or business or who are individuals present in the United States for 183 days or
more in a taxable year.

As discussed in the section of the accompanying prospectus supplement entitled "United States
Federal Tax Considerations," withholding under legislation commonly referred to as "FATCA" (if
applicable) will generally apply to amounts treated as interest paid with respect to the notes and
to the payment of gross proceeds of a disposition (including a retirement) of the notes.
However, under an Internal Revenue Service notice, withholding under "FATCA" will apply to
payments of gross proceeds (other than amounts treated as interest) only with respect to
dispositions after December 31, 2018. You should consult your tax adviser regarding the
potential application of "FATCA" to the notes.

Y ou should re a d t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x
Conside ra t ions" in t he a c c om pa nying prospe c t us supple m e nt . T he pre c e ding
disc ussion, w he n re a d in c om bina t ion w it h t ha t se c t ion, c onst it ut e s t he full
opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x
c onse que nc e s of ow ning a nd disposing of t he not e s. I t doe s not a ddre ss t he
pot e nt ia l c onse que nc e s of a n inve st m e nt in t he not e s for t he t a x t re a t m e nt of
your ot he r inve st m e nt s or t ra nsa c t ions.

Y ou should a lso c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S.
fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he not e s a nd a ny t a x
c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -U .S. t a x ing
jurisdic t ion.
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N ot e s use d a s qua lifie d
Prospective investors seeking to treat the notes as "qualified replacement property" for
re pla c e m e nt prope rt y:
purposes of Section 1042 of the Internal Revenue Code of 1986, as amended (the "Code"),
should be aware that Section 1042 requires the issuer to meet certain requirements in order for
the notes to constitute qualified replacement property. In general, qualified replacement property
is a security issued by a domestic corporation that did not, for the taxable year preceding the
taxable year in which such security was purchased, have "passive investment income" in
excess of 25 percent of the gross receipts of such corporation for such preceding taxable year
(the "passive income test"). For purposes of the passive income test, where the issuing
corporation is in control of one or more corporations or such issuing corporation is controlled by
one or more other corporations, all such corporations are treated as one corporation (the
"affiliated group") when computing the amount of passive investment income under Section
1042.

Citigroup Global Markets Holdings Inc. believes that less than 25 percent of its affiliated group's
gross receipts was passive investment income for the taxable year ending December 31, 2016.
In making this determination, we have made certain assumptions and used procedures which
we believe are reasonable. Accordingly, Citigroup Global Markets Holdings Inc., as issuer, is of
the view that the notes should qualify as "qualified replacement property." Citigroup Global
Markets Holdings Inc. cannot give any assurance as to whether its affiliated group will continue
to meet the passive income test. It is, in addition, possible that the Internal Revenue Service
may disagree with the manner in which Citigroup Global Markets Holdings Inc. has calculated
the affiliated group's gross receipts (including the characterization thereof) and passive
investment income and the conclusions reached herein.

The notes are securities with no established trading market. No assurance can be given as to
whether a trading market for the notes will develop or as to the liquidity of a trading market for
the

May 2017
PS-5
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 23, 2057

notes. The availability and liquidity of a trading market for the notes will also be affected by the
degree to which purchasers treat the notes as qualified replacement property.
T rust e e :
The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve
as trustee for the notes.
U se of proc e e ds a nd
The net proceeds received from the sale of the notes will be used for general corporate
he dging:
purposes and, in part, in connection with hedging our obligations under the notes through one
or more of our affiliates.

Hedging activities related to the notes by one or more of our affiliates involves trading in one or
more instruments, such as options, swaps and/or futures, based on 3-month U.S. dollar LIBOR
and/or taking positions in any other available securities or instruments that we may wish to use
in connection with such hedging. It is possible that our affiliates may profit from this hedging
activity, even if the value of the notes declines. Profit or loss from this hedging activity could
affect the price at which Citigroup Global Markets Holdings Inc.'s affiliate, CGMI, may be willing
to purchase your notes in the secondary market. For further information on our use of proceeds
and hedging, see "Use of Proceeds and Hedging" in the accompanying prospectus.

ERI SA a nd I RA purc ha se
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus
c onside ra t ions:
supplement for important information for investors that are ERISA or other benefit plans or
whose underlying assets include assets of such plans.
Fe e s a nd se lling
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of
c onc e ssions:
the notes, is acting as principal and will receive an underwriting fee of $10 for each note sold in
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this offering (or up to $10.00 for each note sold to fee-based advisory accounts). The actual
underwriting fee will be equal to $10 for each note sold by CGMI directly to the public and will
otherwise be equal to the selling concession provided to selected dealers, as described in this
paragraph. CGMI will pay selected dealers not affiliated with CGMI a selling concession of $10
for each note they sell to accounts other than fee-based advisory accounts. CGMI will pay
selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a
variable selling concession of up to $10.00 for each note they sell to fee-based advisory
accounts.

Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to
this offering, even if the value of the notes declines. You should refer to "Risk Factors" above
and the section "Use of Proceeds and Hedging" in the accompanying prospectus.

Supple m e nt a l inform a t ion
The terms and conditions set forth in the Amended and Restated Global Selling Agency
re ga rding pla n of
Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup Inc.
dist ribut ion; c onflic t s of
and the agents named therein, including CGMI, govern the sale and purchase of the notes.
int e re st :

The notes will not be listed on any securities exchange.

In order to hedge its obligations under the notes, Citigroup Global Markets Holdings Inc. has
entered into one or more swaps or other derivatives transactions with one or more of its
affiliates. You should refer to the sections "Risk Factors--Hedging and trading activity by us or
our affiliates could result in a conflict of interest," and "General Information--Use of proceeds
and hedging" in this pricing supplement and the section "Use of Proceeds and Hedging" in the
accompanying prospectus.

CGMI is an affiliate of Citigroup Global Markets Holdings Inc. Accordingly, the offering of the
notes will conform with the requirements addressing conflicts of interest when distributing the
securities of an affiliate set forth in Rule 5121 of the Conduct Rules of the Financial Industry
Regulatory Authority, Inc. Client accounts over which Citigroup Inc., its subsidiaries or affiliates
of its subsidiaries have investment discretion are not permitted to purchase the notes, either
directly or indirectly, without the prior written consent of the client. See "Plan of Distribution;
Conflicts of Interest" in the accompanying prospectus supplement for more information.

Ca lc ula t ion a ge nt :
Citibank, N.A., an affiliate of Citigroup Global Markets Holdings Inc., will serve as calculation
agent for the notes. All determinations made by the calculation agent will be at the sole
discretion of the calculation agent and will, in the absence of manifest error, be conclusive for
all purposes and binding on Citigroup Global Markets Holdings Inc., Citigroup Inc. and the
holders of the notes. Citibank, N.A. is obligated to carry out its duties and functions as
calculation agent in good faith and using its reasonable judgment.

May 2017
PS-6
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 23, 2057

Pa ying a ge nt :
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
representing the notes as custodian for The Depository Trust Company ("DTC").
We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the
hyperlink on the cover page of this pricing supplement.

Determination of Interest Payments

On each interest payment date, the amount of each interest payment will equal (i) the stated principal amount of the notes
multiplied by the interest rate in effect during the applicable interest period multiplied by (ii) the number of days in the applicable
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interest period divided by 360.

Determination of 3-month U.S. Dollar LIBOR

3-month U.S. dollar LIBOR is a daily reference rate fixed in U.S. dollars based on the interest rates at which banks borrow funds
from each other for a term of three months, in marketable size, in the London interbank market. For any relevant date, 3-month
U.S. dollar LIBOR will equal the rate for 3-month U.S. dollar LIBOR appearing on Reuters page "LIBOR01" (or any successor page
as determined by the calculation agent) as of 11:00 a.m. (London time) on that date.

If a rate for 3-month U.S. dollar LIBOR is not published on Reuters page "LIBOR01" (or any successor page as determined by the
calculation agent) on any day on which the rate for 3-month U.S. dollar LIBOR is required, then the calculation agent will request
the principal London office of each of five major reference banks in the London interbank market, selected by the calculation agent,
to provide such bank's offered quotation to prime banks in the London interbank market for deposits in U.S. dollars in an amount
that is representative of a single transaction in that market at that time (a "Representative Amount") and for a term of three months
as of 11:00 a.m. (London time) on such day. If at least two such quotations are so provided, the rate for 3-month U.S. dollar
LIBOR will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, the calculation agent will
request each of three major banks in New York City to provide such bank's rate to leading European banks for loans in U.S.
dollars in a Representative Amount and for a term of three months as of approximately 11:00 a.m. (New York City time) on such
day. If at least two such rates are so provided, the rate for 3-month U.S. dollar LIBOR will be the arithmetic mean of such rates. If
fewer than two such rates are so provided, then the rate for 3-month U.S. dollar LIBOR will be 3-month U.S. dollar LIBOR in effect
as of 11:00 a.m. (New York City time) on the immediately preceding London business day.

A "business day" means any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking
institutions are authorized or obligated by law or executive order to close.

A "London business day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank
market.

May 2017
PS-7
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 23, 2057

Historical Information on 3-month U.S. Dollar LIBOR

3-month U.S. dollar LIBOR was 1.17172% on May 18, 2017.

The graph below shows the published daily rate for 3-month U.S. dollar LIBOR for each day it was available from January 2, 2007
to May 18, 2017. We obtained the values below from Bloomberg L.P., without independent verification. The values below do not
reflect the 0.275% per annum spread that will be deducted from 3-month U.S. dollar LIBOR in determining the rate at which
interest is paid on the notes. You should not take the historical performance of 3-month U.S. dollar LIBOR as an indication of
future performance.

H ist oric a l 3 -M ont h U .S. Dolla r LI BOR
J a nua ry 2 , 2 0 0 7 t o M a y 1 8 , 2 0 1 7
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Certain Selling Restrictions

Hong Kong Special Administrative Region

The contents of this pricing supplement and the accompanying prospectus supplement and prospectus have not been reviewed by
any regulatory authority in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). Investors
are advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of this pricing
supplement and the accompanying prospectus supplement and prospectus, they should obtain independent professional advice.

The notes have not been offered or sold and will not be offered or sold in Hong Kong by means of any document, other than

(i)
to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or

(ii)
to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the
"Securities and Futures Ordinance") and any rules made under that Ordinance; or

(iii)
in other circumstances which do not result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that
Ordinance; and

There is no advertisement, invitation or document relating to the notes which is directed at, or the contents of which are likely to be
accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with
respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional
investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits and are not
covered by the Hong Kong Deposit Protection Scheme.

May 2017
PS-8
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 23, 2057

Singapore

This pricing supplement and the accompanying prospectus supplement and prospectus have not been registered as a prospectus
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Document Outline

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